Common use of Adverse Proceedings Clause in Contracts

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Shareholders to own or use transfer the Acquired Assets after the ClosingShares.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person Person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of Purchaser to own the Buyer Shares or to own or use operate the Acquired Assets business of the Company after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which that shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which that might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or other person whatsoever or entity which shall seek seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially adversely affect the right of the Buyer to own the Common Stock or use to own, operate or control the Acquired Assets Company, or which might subject the Company to any material liability after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets or of the Buyer to own or use the Acquired Assets or operate the Business after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or or, to the knowledge of the Company, threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially and adversely affect the right of the Buyer to own or use operate the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Company to own or use transfer the Acquired Assets after the ClosingAssets.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which that shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which that might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or or, to the knowledge of the Company, threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially and adversely affect the right of the Buyer to own or use operate the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Sellers to own or use transfer the Acquired Assets after the ClosingShares.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially and adversely affect the right of the Buyer Seller to own or use transfer the Acquired Assets after the ClosingAssets.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets or conduct the Business after the ClosingClosing or claiming damages in connection with the transaction contemplated hereby.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company and the Subsidiaries after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of SHRG and SAS after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of Open Solutions or the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company after the Closing.

Adverse Proceedings. No action or proceeding by or before any court ------------------- Governmental Entity or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Seller to own or use transfer the Acquired Assets after the ClosingAssets.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or or, to the best knowledge of the Company and the Stockholders, threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Sellers to own or use transfer the Acquired Assets after the ClosingStock.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Interest or use to own or operate the Acquired Assets business of the Company and Forest-Starma after the Closing.

Adverse Proceedings. No action or proceeding by or ------------------- before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect impair the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever whatsoever, naming Company, which shall seek to materially restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially affect the right of the Buyer to own or use the Acquired Assets after the ClosingClosing or which may materially affect the value of the Acquired Assets.

Adverse Proceedings. No action or proceeding by or ------------------- before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect impair the right of the Seller to transfer the Assets and assign the Assumed Liabilities or which might impair the obligation of the Buyer to own purchase the Assets or use assume the Acquired Assets after the ClosingAssumed Liabilities.

Adverse Proceedings. No action or proceeding by or before any court ------------------- Governmental Entity or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- court or other Governmental Entity shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate -27- 33 the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company and its Subsidiaries after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person Person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially and adversely affect the right of the Buyer Seller to own or use transfer the Acquired Assets after the ClosingShares.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person Person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially and adversely affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or or, to the best knowledge of the Company, threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use operate the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of the Company after the Closing.

Adverse Proceedings. No action or proceeding by or before any court ------------------- Governmental Entity or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Buyers to own the Shares or use own or operate the Acquired Assets business of the Company and the Subsidiaries after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Company to own or use issue and sell the Acquired Assets after the ClosingShares.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity person or person governmental body whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Stockholders to own or use transfer the Acquired Assets after the ClosingShares.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.. 7.6

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the ClosingEffective Date.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity Authority shall have been instituted or threatened by any Governmental Entity Authority or person Person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use the Acquired Assets assets of the Company and of the Subsidiary and/or the operation of the Company's and the Subsidiary's respective business by the Buyer after the Closing.;

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially and adversely affect the right of the Buyer to own or use the Acquired Assets Assets, or to conduct the Operations, after the Closing.

Adverse Proceedings. No action or proceeding by or before any court or ------------------- Governmental Entity other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Acquired Assets and/or operate the Business after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use purchase the Acquired Assets after the ClosingShares.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer Investor to own or use the Acquired Assets Shares after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or the agreements provided for herein or which might affect the right of the Buyer to own or use the Acquired Assets after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Shares or use to own or operate the Acquired Assets business of PPL, PML and ECP after the Closing.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever whatsoever, naming Buyer, which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially affect the right of the Buyer Company to own or use transfer the Acquired Assets after the ClosingAssets.

Adverse Proceedings. No action or proceeding by or before any court ------------------- Governmental Entity or other governmental body shall have been instituted or threatened by any Governmental Entity governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets or would affect the right of the Buyer to own or use acquire the Acquired Assets after the ClosingAssets.

Adverse Proceedings. No action or proceeding by or before any ------------------- Governmental Entity court or other governmental body shall have been instituted or threatened by any Governmental Entity person or person governmental body whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might would affect the right of the Buyer to own the Shares or use to operate the Acquired Assets business of the Company and the Subsidiaries after the Closing.